Thursday, June 25, 2020 / 4:59 PM / NSE / Header Image Credit: Fidson Healthcare
Notice is hereby given that the 21st Annual General Meeting of Fidson Healthcare Plc will hold on Thursday, the 23rd of July 2020 at the Conference Centre, 2nd Floor, Fidson Towers, 268 Ikorodu Road, Obanikoro, Lagos at 11.00 a.m. to transact the following businesses:
1. To lay before the meeting the audited accounts for the year ended 31st December 2019 together with the reports of the Directors, Auditors and Audit Committee thereon.
2. To declare a dividend.
3. To re-elect directors.
4. To authorize the Directors to fix the remuneration of the Auditors.
5. To elect members of the Audit Committee in accordance with Section 359(4) (5) of the Companies and Allied Matters Act, CAP C20 LFN 2004.
6. To fix the remuneration of Directors.
7. To consider and if thought fit pass the following resolution as a special resolution:
"That a new Article 38 of the Articles of Association of the Company be and is hereby inserted to read as follows:
"A meeting of the Board of Directors may be held by conference call, video call or other digital or electronic means. A Director shall be entitled to participate in a Board Meeting by any Digital or electronic means and where a Director so participates, he shall be counted for the purpose of determining whether a quorum has been formed and for determining the outcome of any vote taken at the meeting".
8. To consider and if thought fit, to pass the following as an ordinary resolution:
"That the general mandate given to the Company to enter into recurrent transactions with related parties for the Company's day-to-day operations, including amongst others the procurement of goods and services, on normal commercial terms be and is hereby renewed".
A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A proxy form is attached. All instruments of proxy should be duly completed and deposited at the registered office of the company at No 268 Ikorodu Road, Obanikoro, Lagos or the office of the Registrars, Meristem Registrars Limited, 213 Herbert Macaulay Way, Adekunle Yaba, Lagos or by email firstname.lastname@example.org not later than 48 hours before the commencement of the meeting to enable the Company stamp the proxy forms at its expense.
In compliance with the Federal Government's directive on social distancing and rules limiting social gathering to a maximum of 20 people, the company approached the Corporate Affairs Commission and obtained approval to conduct the meeting by proxy and to consider the special businesses listed above. Accordingly, any of the underlisted persons who are also shareholders of the company may be appointed a proxy, viz:
1. Mr. Segun Adebanji, FCA
2. Dr. Fidelis Ayebae
3. Chief Matthew Akinlade, FCA
4. Sir Sunny Nwosu
5. Chief Timothy Adesiyan
6. Mrs. Bisi Bakare
7. Mr. Femi Oduyemi
8. Mrs. Efunyemi Obideyi
9. Mr. Boniface Okezie
2. Dividend Payment
If the dividend recommended by the Directors is approved by members at the Annual General Meeting, payment would be made on Friday 24" of July 2020 to members whose names appeared in the Register of members at the close of business on the 6th of July 2020. In line with the directives of the Securities and Exchange Commission to pay dividend electronically by direct credit to the bank accounts of shareholders, the dividend would be paid accordingly.
3. Closure of Register of Members
The Register of Members and Transfer Books of the company will be closed from 7th to 13th of July 2020 (both dates inclusive) for the purpose of the annual general meeting's notice and payment of dividend.
4. Nomination Of Members Of The Audit Committee
Any member may nominate a shareholder as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the Annual General Meeting.
Pursuant to the directive of the Securities and Exchange Commission notice is hereby given to all shareholders to respectively open a bank account, stockbroking account and CSCS account for the purpose of e-dividend. Forms are attached to this annual report for completion by all shareholders to furnish the particulars of these accounts to the Registrars (Meristem Registrars and Probate Limited) as soon as possible.
6. Securities Holders' Rights
In compliance with rule 19.12 (c) of The Nigerian Stock Exchange's regulation, a member and other securities holders of the company may ask questions not only at the annual general meeting but also in writing before the meeting. Such questions should be submitted at least one week before the date of the meeting.
7. Live Streaming Of The AGM
To enable Shareholders and other Stakeholders who will not be able to attend the meeting physically to follow the meeting proceedings the Annual General Meeting will be streamed live. Link for the live streaming will be made available on the Company's website: www.fidson.com in due course.
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